Code:RWBY
by ArtemisArrow45
Summary: This story takes place after season 2 of Code Lyoko. After being friend-zoned by Yumi, Ulrich Stern decides that is it high time for him to get over Yumi and move on and he just might with the help of one of the 4 new students that just transferred in from Beacon Academy.
1. Chapter 1

"I think it be better if we clear up our relationship. We can be friends, but that's all." Yumi said turning her back. As she spoke those words, Ulrich felt as if his heart had been shattered into a million pieces.

"W..what do you by friends and that's all?" He asked in a hurt tone.

"Isn't it obvious, we've been doing this run around for 2 years now and it's obvious we're not going to get anywhere. So, i think it's time we just stop. I'm sorry." Yumi said looking away from her friend. Ulrich had no words, after everything he and Yumi went through, she was just throwing it away. Before he could say anything else, Ulrich's phone began to ring.

"Yea Jeremy...Yea ok, we'll be right there." He then turned to Yumi. "Jeremy wants us to meet at the factory, X.A.N.A's up to something." Ulrich said putting his phone back into his pocket. Yumi nodded and the two proceeded to the Factory in silence.

 _Timeskip, Location: Ulrich and Odd's room_

After keeping the core of Lyoko safe from X.A.N.A, The group went back to school and Ulrich and Odd were talking about what happened earlier.

"Just friends and that's all?" Odd asked with a shocked look on his face.

"That's what she said." Ulrich said in a depressed tone.

"And what did you say?" Odd asked.

"I didn't get a chance to say anything, Jeremy called me before I could." Ulrich said. Odd just shook his head and stood up.

"I'll never understand you two." He said before walking out of the room.

Ulrich was now alone in his room and honestly he didn't want to be. To the school and to his friends He's a loner, but in reality Ulrich hated being alone. Since meeting his friends he actually felt like he was in a place where he belonged, but lately it seems like the only time the group gets together anymore is to fight X.A.N.A. With a sigh, Ulrich got up and decided to go and get some air.

"I need to clear my head." He said opening the door and as he did he bumped into his principal Mr. Delmas.

"Oh I'm sorry Ulrich, I was just coming to find you." Mr Delmas said. Ulrich raised an eyebrow at this.

"Have I done something wrong?" He asked. The principal chuckled.

"No son, I have a favor to ask you." He said putting a hand on the boys shoulder. "You see we're having a few new transfer students coming from our sister school 'Beacon Academy' and I'd like you do show them around." He explained. Ulrich was caught off guard by the principals request.

"Um..sure, but why me?" The young boy asked.

"Apparently one of the new students knows you and they said and I quote 'Get over here before I kick you butt.'" Mr. Delmas said with a small smile. Ulrich started thinking about who in their right mind would talk to him like that.

"Can I get a name?" He asked.

"The said not to tell you, they want it to be a surprise." The principal said with a small smile. Now Ulrich was curious.

"Ok, lead the way sir." With that the two made their way to the principal's office. On the way there, Ulrich couldn't help but wonder who this person that knew him was.

" _Who could it be, not many people know I'm at Kadic."_ He thought to himself. The two had finally made it to the office and the Principal put his hand on the doorknob.

"Are you ready son?" He asked. "As ready as I'll ever be." Ulrich said shrugging his shoulders. nodded his head and he opened the door.

They both walked in and standing in front of them were three girls about Ulrich's age. The first girl was a few inches shorter than Ulrich, she had short black hair with red highlights and silver eyes. She was wearing a long-sleeve, light gray shirt with black belted cuffs near the ends of the sleeves. Over top of the gray shirt was a black pinafore with two vertical lines of red stitching that resemble the lacing on a corset and a red skirt with a large black print of a rose on the side with a matching black tulle underneath.

The second girl had long golden hair and lilac eyes. She was wearing a deep-collared cream vest worn over a low cut black shirt; both were covered by a dark gray shrug with a raised collar, three-quarter sleeves adorned with a single black stripe down the outside of each sleeve, gold cuffs and a black miniskirt is worn under the cream vest. Ulrich turned his head slightly from the girl noticing that she was very…..well endowed.

The last girl had long black hair, amber colored eyes and a black bow on top of her eyes. She was wearing a white, v-neck, zip-up crop shirt with a black hem and three quarter sleeves. She wears black pants that have a vertical gray stripe on the outer side of each leg and a black belt. The Principal the walked over to the girl and looked to Ulrich.

"Ulrich, I'd like you to meet Ruby Rose."

"HI!" Ruby said excitingly.

" Yang Xiao Long."

"Hello~" Yang said waving to Ulrich

"and Blake Belladonna."

"Hey." Blake said. Ulrich smiled at the three girls.

"Nice to meet ya, I'm Ulrich Stern." He said introducing himself. Yang then walked up to the boy and examined him.

"Hmmmm...you didn't tell us he was cute." Yang said with a flirtatious smile. Ulrich blushed slightly and took a step back. Yang was then hit over the head by Ruby.

"OW! Ruby!" Yang said rubbing the back of her head.

"Don't go scaring him off!" Ruby said before turning to Ulrich. "Sorry about that, my sister can be a bit too….forward at times." She said with a chuckle.

"It's fine and did you say sister?" Ulrich asked. Before Ruby could answer, Yang put an arm around her sister neck causing her to struggle a bit.

"Yup, we're sisters alright...we half sisters anyway." Yang said with a big smile on her face. Ruby continued to struggle,but but couldn't free herself from her sisters grip.

"Let me go!" She said.

"Nope!" Yang said with a chuckle. Ulrich also chuckle at the siblings antic and then looked to the Blake who was reading a book.

"I can see you're the quiet one, huh?" He asked. Blake looked up the Ulrich and she gave him a small smile.

"Yea, I guess you could say that." She said before going back to her book. smiled and finally spoke up again.

"It's nice to see you all getting along." He said. Ulrich then looked to the principal.

"I guess you could call it that, Oh, didn't you say one of these girls knows me?" He asked curiously.

"That is correct." said with a nod. Ulrich then turned to the three girls.

"So, which one of you is it?" He asked.

"Not me." Ruby said shaking her head. Ulrich then turned to Yang.

"Sorry handsome, not me." Yang said. He then turned to Blake who just shook her head.

"Ok, now I'm just confused." Ulrich said scratching the back of his head.

"Well that's nothing new for you now is it Ulrich?" A new voice said.

Ulrich quickly turned around to see another girl with white hair tied into a ponytail, light-blue eyes and smirk on her face standing behind him. She was wearing a white, double-breasted jacket with black piping, cuffs and buttons over a white, pleated full skirt with black lace trim. She also wore a pair of white, thigh high boots with black heels and lace-topped black stockings. Ulrich took a good long look at the girl in front of him and he narrowed his eyes. The girl did the same and walked forward until she was in his face. The two teen eyed each other for a good thirty seconds before one of them spoke up.

"Well, After six years the great Weiss Schnee has decided to grace me with her presence." Ulrich said in a cold tone.

"Don't start with me Stern, you're the one who never bothered to call." The girl now known as Weiss said in an equally cold tone. Ulrich growled at the white haired girl. Ruby, Yang, Blake and even Mr. Delmas began to worry.

"You haven't changed one bit Ice Queen." Ulrich said.

"Look who's talking you dolt!" Weiss snapped. Everyone in the room stepped forward to stop a possible fight, but were caught off guard by what happened next.

"Even after all these years you still call that." Ulrich said giving Weiss a small smile and she smiled back at him.

"You never cared when we were kids, so I hoped you wouldn't care now." She said putting a hand on her hip. Ulrich just rolled eyes and spread out his arms.

"Just get over here Ice Queen." He said. Weiss giggled a bit and wrapped her arms around Ulrich who in turn did the same.

"Good to see you Ice Queen." He said.

"You too you Dolt."


	2. Chapter 2

_Location: Kadic Academy Dormitory_

"So how long have you and Weiss known each other?" Yang asked as she and the rest of the girls were following Ulrich to their dorm rooms.

"Since the playpen, my dad and her dad are business partners and we hit it off pretty well when we met." Ulrich said with a smirk.

"And by that he means he pulled my hair and made me cry when we met, so yea, great first impression." Weiss sarcastically.

"Whoa hair pulling, I didn't know you were into that kind of stuff Weiss." Yang said causing Weiss to glare at her.

"You are disgusting." She said. Yang smirk a bit, but was soon punched in the arm by her sister.

"I swear we can't take you anywhere. Sorry about that Ulrich." Ruby said.

"It's fine Ruby, I'm actually use to that. My friend Odd kinda acts like your sister." Ulrich explained with a chuckle. Weiss then looked at him and smiled.

"You have friends, I never thought I'd see the day." She said.

"Forget you Ice Queen!" Ulrich snapped. Weiss, Ruby and Yang laughed at the boy, but Blake just smiled and shook her head. Ulrich saw that Blake was the only one being quiet.

"How come you're not joining in the insanity?" He asked. Blake shrugged her shoulders.

"I'd rather keep to myself, it's the best way to drown out Yang and her craziness." She said with a smirk.

"HEY!" Yang snapped. Everyone now began laughing at the blonde bombshell.

"We're almost to your rooms, you can leave you bag there, we can have lunch and I can start the tour." Ulrich explained.

"Sweet, Lead that Buddy!" Ruby said cheerfully. Ulrich smiled at Ruby, she reminded him of Milly. The group arrived at the dorm room and Ulrich opened the door.

"Alright girls, here we are." He said The girls looked around a bit and were surprised, this room was a lot bigger than the the others in the school. There were four beds, a window with a nice view and plenty of extra space if they needed it.

"Sweet!" Yang said before running in and jumping onto one of the beds. "Man these things are soft." She said.

"You guys are lucky, these bed are much better than the ones in the normal dorms." Ulrich explained.

"Awesome!" Ruby said before looking out the window of the room.

"Check out this view girls, it's amazing!" She said in a cheerful tone. The three girls all walked over to the window and saw they had a perfect view of the city, the courtyard and the soccer field.

"That is pretty impressive." Weiss said.

"Yea and we can see the boys working out on the soccer field from here too." Yang said with a smirk.

"You're unbelievable." Blake said shaking her head. Ulrich chuckled at the girls comments.

"Alright enough sightseeing ladies, time to start the tour." He said. The girls all nodded and exited out of the room with Ulrich leading the way.

 _Timeskip. Location: Library_

"Yumi you can't be serious." Aelita said in a serious tone.

"I am Aelita, it's not going to happen between up. So I might as well end it before one of us gets hurt." Yumi said explaining what happened between her and Ulrich.

"Too late for that, did you think about how Ulrich might feel about this. Odd told me how he looked and Jeremie saw his face when you both showed up at the factory. He was….more than hurt." Aelita said in a sad tone. Yumi looked at her friend with wide eyes before looking down.

"I know, but I think this is for the best. We've been doing this run of our for almost two years now and I-" "SO MANY BOOKS!" Aelita and Yumi both turned to see a girl with long black hair and a black bow on her head looking around the library with figurative stars in her eyes.

"Who is that?" Aelita whispered.

"I don't know, I've never see her before." Yumi whispered back.

"Calm down Blake, they're just books." The two girls then see Ulrich walking over to the girl with three more walking behind him.

"It's no use pal, once Blake finds a library it's almost impossible for her to leave." The one with long golden hair said. Ulrich rolled his eyes and put a hand on Blake's shoulder.

"Blake you can come back after the tour, promise." He said. Blake hesitated for a few seconds, but she nodded.

"Ok." She said.

"Alright, let's end this tour so we can go and eat. Then, you girl can meet my pals." Ulrich said with a small smile.

"I still can't wrap my mind around that, you actually having friends." The girl with white hair said.

"I'm sorry, did you say something Ice Queen?" Ulrich asked with a slight glare.

"What if I did you Dolt?" Weiss asked back with a glare of her own. Yumi and Aelita saw this and were about to get up and support Ulrich, but the girl with short black hair and red highlights stepped in between them.

"Come on you two, please don't fight." She pleaded. Just then Ulrich and the white haired girl began to laugh.

"Chill Ruby, that's just how me and Weiss communicate." Ulrich explained.

"Correct, me and him do this all the time." Weiss said with a small smile. Ruby sighed in relief and smiled as well.

"Ok, the only place left to go is the Gym and after that the Cafeteria." Ulrich said.

"YAY FOOD!" Ruby cheered only to be shushed by the other students in the library.

"And you said you can't take me anywhere." Yang said ruffling her sisters head.

"Shut up." Ruby said with an embarrassed look on her face. Blake and Ulrich Chuckled while Weiss just rolled her eyes.

"Come on, let's go." Ulrich said walking out. The four girls nodded and followed behind him. Yumi and Aelita took a few minute to process what just happened.

"Since when did Ulrich give school tours?" Aelita asked.

"My question is why he's touring four different girls at once and what was with that one with the white hair. She acted as if she knew him." Yumi sais in a suspicious tone. Aelita then looked to Yumi with a small smirk.

"You wouldn't be getting jealous now, would you Yumi?" She asked.

"W..what no! I'm just suspicious that's all." Yumi said looking away. Aelita just rolled her eyes.

" _She's so not over not him."_

 _Location: Cafeteria_

With the tour finally over, Ulrich and the girls finally made there way to lunch room.

"Thank goodness, I'm starving!" Yang said putting a hand on her stomach.

"You're always hungry." Blake commented.

"Now she really does sound like my friend." Ulrich said grabbing a tray.

"Speaking of, I can't wait to meet them." Weiss said also grabbing a tray. Ulrich smiled back at her and the group moved down the dinner line and stopped a pleasantly plump lady with a smile on her face.

"Ulrich sweetie, how are you doing?" The lady asked.

"I'm good Rosa, how are you?" Ulrich asked back.

"I'm hanging in there kiddo" Rosa said. She then took notice of the four girls behind Ulrich.

"Well hello dearies, I don't think I've see you all around her." Rosa said.

"We're new here ma'am." Ruby said with a small smile. Rosa smiled back.

"Well welcome to Kadic girls, I hope you all enjoy your time here." She said.

"Thank you." The girls said. After grabbing their dinner, Ulrich looked around until he spotted his friends.

"There they are, come on." He said. The girls followed him until they stopped at a table with a two boys with blonde hair, a girl with pink hair and another girl with short black hair.

"Hey guys." Ulrich said. The Lyoko group looked up to see Ulrich walking up with four girls behind him.

"Hey buddy-Whoa!" Odd said looking at the girl with the long golden hair. The golden hair girl noticed Odd staring and smiled at him.

"Take a picture pal, it'll last longer." She said winking at him.

"Uh sorry." Odd said blushing and looking away. Ulrich rolled his eyes and chuckled.

"Anyway, I'd like you guys to meet a the new student and and old friend of mine. This is Ruby."

"Hi!" Ruby said Cheerfully

"Her sister Yang."

"Hello~" Yang sang

"Blake."

"Hey." Blake said with a small smile.

"And my old friend Weiss."

"It's nice to meet you all." Weiss said with a slight bow.

"And girls these are my pal, Odd Della Robbia."

"Hey there." Odd said with a wave.

"Aelita Stones."

"Nice to meet you." Aelita said with a smile.

"Jeremie Belpois."

"Hi girls." Jeremie said in a quiet tone.

"And Yumi Ishiyama."

"Sup." Yumi said crossing her arms.

"You guys mind if they sit with us?" Ulrich asked.

"No problem buddy, any friend of yours in a friend of ours." Odd said with smile. Jeremie and Aelita both nodded while Yumi just shrugged her shoulders. Ulrich and the girls nodded back and pulled up some chairs. Yang sat next to Odd, Blake was next to Aelita, Ruby was next to Jeremie and Weiss with next to Ulrich who was next to Yumi.

"So where are you all from?" Aelita asked.

"We all transferred here from Beacon Academy." Blake answered.

"Beacon, Isn't that like the number one prep school in the Country?" Jeremie asked in shock. "That's the one." Ruby said with a smile.

"Why transfer from a prep school to a low-class dump like this?" Odd asked.

"Well actually it was a request by our schools headmaster, Professor Ozpin. He wanted us to see what life at our sister school was like and report to him how we like it here." Weiss explain.

"I see so you're technically scouting the school." Aelita said.

"Correct." Weiss said with a smile.

"The question is why?" Yumi asked finally speaking up.

"We don't really know, professor Ozpin is for lack of a better word cryptic. There's always a motive behind his actions and it's up to us to found out what that motive is." Blake explained.

"So it's true." Everyone turned to Jeremie.

"I've read about professor Ozpin and that his methods were somewhat unorthodox, but somehow those methods always work out in the end for others." He said.

"From that statement alone he sounds like a complete wakko with an insane amount of luck." Yumi said. The four girls didn't take kindly to Yumi's comment, but luckily Ulrich spoke up before anything could start.

"Don't be like like Yumi, look at Odd he my at like a idiot at time but we all know under that is a loyal and serious friend." He said smiling at his roommate. Yumi thought about this for a minute before giving a slight nod.

"I guess you're right." she said.

"Aww you guys do care." Odd said with a grin.

"Of course we do Odd." Aelita said.

"Yea without you who else would we make fun of." Jeremy said with a smirk. Ruby began snickering before she started laughing.

"Hey!" Odd snapped Causing everyone else at the table to laugh as well. Odd crossed his arms and began to tapout only to feel a arm wrap around his neck.

"Oh come on, they're joking. From what I heard from Ulrich you're suppose to have a sense of humor." Yang said with a soft smile.

"W..w..well...I...uh.." Odd couldn't string two words together with not only Yang's arm around his neck, but also her chest resting on his shoulder.

"Remember to breath there buddy." Ulrich said with a chuckle. Odd's face turned red and he looked away. Yang on the other hand thought the way Odd was acting ws adorable and the look on his face was priceless.

"You got some interesting friends here Ulrich." Weiss said.

"I told you Ice Queen, there fun to be around." Ulrich said.

"Ice Queen." Aelita asked in a confused tone.

"Oh right you guys don't know." Ulrich said before starting to explain his history with Weiss.

 _Timeskip: Location: RWBY room._

After dinner, Ulrich took them back to there dorms for the night.

"I still can't get over how soft these beds are." Yang said laying on her bed again. The girls had all changed into there PJs for the night. Ruby's pajamas consist of a black tank top featuring a heart-shaped wolf design on the chest and long white pants decorated with pink roses. Weiss wearing a faded blue nightgown with short sleeves and white trim and displayed her family crest on the upper-right chest. She also let her hair down. Blake's pajamas consisted of a black, long-sleeved, yukata-style shirt with white edging over a purple undershirt, and a matching skirt. A black obi is wrapped around her waist and tied with a black and white string. Finally, Yang's pajamas consist of an orange tank top with a flame emblem on the front in red, and black boy shorts.

"I must say, today was quite exciting." Weiss said with a smile.

"Are you just saying that because we made some new friends or because you got see Ulrich?" Yang Asked.

"Both actually." Weiss said proudly.

"I'm with Weiss, I enjoyed their company, especially Aelita's. She seems like a very sweet girl." Blake said with a smile smile.

"I like that Jeremie guy. He may seem like an average nerd, but he's actually really funny." She said.

"True, but that Odd guy seems like someone I'd like to get to know." Yang said putting a hand on her cheek.

"Uh-oh, she's at it again." Blake said.

"Oh hush." Yang said giving her friend a small glare. Ruby and Weiss both giggled.

"What about that Yumi girl?" Ruby asked. Weiss, Blake and Yang stayed silent for a bit before answering.

"She seems cool, but she seems a bit weary of us." Blake said.

"I think I can understand why, we're the new kids and she doesn't know us. I think it'll be awhile before she she actually trusts any of us." Weiss said.

"That maybe, but she didn't have to say those things about Professor Ozpin." Yang said crossing her arms.

"She was giving her pinion Yang, a lot of people do think Oz is a bit insane." Blake said before grabbing a book from her suitcase. Yang opened her mouth to speak, but closed it when she realized Blake was right.

"I say we give her the benefit of the doubt, if she's friends with Ulrich than she can't be that bad." Weiss said with a small smile.

"You really trust Ulrich, huh Weiss?" Ruby asked. Weiss laid down on her bed still smiling.

"He's never given me a reason not to." She said.

 _Location: Ulrich and Odds room_

The Lyoko gang all went to Ulrich and Odds room after dinner to discuss both X.A.N.A and their new friends.

"To think we'd stumble upon the core of Lyoko." Jeremie said.

"We have to make sure we protect it, if we don't X.A.N.A will be able to do what he wants without any interference from us." Aelita said.

"Then he won't, we'll make sure he Core stays in tact no matter what." Ulrich said with confidence in his voice. Everyone nodded the his comment and smiled.

"Well now that we got the settled, Ulrich think you can tell us more about those girls from dinner?" Odd asked. Ulrich smirked at his roommate.

"This wouldn't be about a certain blonde now would it?" He asked. Odd just looked away.

"Speaking of the girls, I think they're really nice especially Blake." Aelita said.

"I like Ruby, she seems like a sweet girl." Jeremie said. Odd opened his mouth but, Yumi quickly cut him off.

"We already know who you feel about the blonde Odd." Yumi said with a smirk. Odd quickly shut his mouth and turned his head. Yumi then turned to Ulrich.

"So what's the story with you and Weiss, you both seem close." Yumi said in a neutral tone.

"Weiss and I go way back, we've been friends for a long time now. She like a high maintenance little sister." Ulrich said with a chuckle.

"You seem to care about her alot." Jeremie said with a smile.

"She needs some one to care because it's obvious her family isn't going to." Ulrich said in an irritated tone. The group looked at him with confusion in their eyes. Ulrich saw this and he sighed. "It's a long story."


	3. Chapter 3

_Location: Kadic Courtyard_

Ulrich, Jeremie and Aelita were standing next to the Vending machines talking about Lyoko and the Core.

"You got anything new for us Einstein?' Ulrich asked before taking a sip of his hot chocolate.

"Other than what we already know, no." Jeremie said in a slightly sad tone.

"Then our plans don't change, we just need to protect the core so X.A.N.A can't do what he wants." Aelita said in a serious tone. The boys nodded in agreement and soon Yumi walked up to them.

"Morning." She said with a smile.

"Morning Yumi, you ready for your field trip today?" Aelita asked.

"As ready as I'll ever be." Yumi said with a sigh.

"Aw come on Yumi, I bet you'll have a great time." Jeremie said trying to reassure the japanese girl.

"I wouldn't call a nature walk about the pollution of nature with Mrs. Hertz and Jim a 'great time'." Yumi said crossing her arms.

"She makes a good point, I'm glad it's not our class going." Ulrich said before taking another sip of his hot chocolate.

"Yea, but you still have to vote for our class representative today. You ready to win Einstein?" Yumi asked smiling at the blonde boy.

"He's up against Herve, of course he's ready to win." Ulrich said putting his arm around his pal. Jeremie chuckled a bit.

"Win what exactly?" The group turned to see Ruby, Weiss, Blake and Yang walking up to them.

"Oh, morning girls." Jeremie said with a wave. Ulrich, Aelita and Yumi also waved.

"Same you you guy, so what our egghead winning exactly?" Yang asked.

"It's our elections for class representative, and Jeremie running against the lamest candidate in the galaxy." Ulrich said with a smile.

"Wow Ulrich, I didn't know you were running." Weiss said with a smirk.

"You wanna say that again Ice Queen!" Ulrich said with a growl.

"Gladly you Dolt!" Weiss snapped back. Both groups looked at their respective friends with wide eyes and before they could say anything an unwanted voice beat them too it.

"Hey, who do you think you are talking to my Ulrich like that!" Weiss and Ulrich turned to see Sissi walking up to them with Nicolas and Herve behind her.

"Oh great." Ulrich said putting a hand on his head. Weiss looked at her friend in confusion.

"What's wrong, who is that?" She asked.

"The most conceited person on the planet and someone you know very well." Ulrich said. Weiss looked even more confused as were Ruby, Blake and Yang.

"You listen up New girl, no one insult my dear Ulrich you got that!" Sissi said getting in Weiss's face. Weiss didn't flinch at the the girl in front of her, but before she could say anything Yang and Blake walked in front of Sissi and glared at her.

"We got a problem here?" Yang said cracking her knuckles. Sissi took a step back.

"That's what we thought." Blake said with a smirk.

"Who do you all think you are?" Sissi asked with a growl. Ruby then walked up and faced the principal's daughter.

"Just some new students, not that it's any of your business." She said in a smart tone.

"Listen pipsqueak, you better-" "Knock it off Sissi, those are my friends you're about to insult." Sissi turned to Ulrich who was not happy and neither were Jeremie, Aelita and Yumi.

"Friends, but that girl-" "That girls name is Weiss and She's my best friend. I thought even you would remember that." Ulrich said in a serious tone. Sissi wondered what Ulrich mean by that, but before she could ask Weiss spoke up.

"Aww, you do care about me." Weiss was with a smile.

"I always cared about you, I just don't show it." Ulrich said smiling back at the white haired girl. Sissi really wasn't liking the little moment Ulrich and Weiss were having. Weiss then looked to Sissi and after a few seconds a lightbulb went off in her head.

"Wait a minute….Elizabeth!" Weiss said finally recognizing the girl in front of her.

"IT'S SISSI! How do you even know me!?" Sissi asked angrily. Weiss smirked.

"Aww Lizzy, you really don't remember me do you?" She said. Sissi's body froze when she heard that name, many bad memories or herself, Ulrich and the girl in front of her began rushing through her head. Sissi's eyes widened and she took a step back finally recognizing the girl.

"YOU!" Sissi yelled in both shock and horror.

"Nice to see you too Lizzy." Weiss said crossing her arms. Herve and Nicolas have never seen Sissi act like this before, the look on her face was a mixture of anger and fear.

"Sissi, are you ok?" Herve asked. Sissi didn't answer, she just turned around and walked away growling to herself. Herve and Nicolas followed her with worried looks on their faces. Ulrich then walked up to Weis and put his arm around her.

"Wow, she's still scared of you." He said with a smile.

"Lizzy knows better than to mess with me." Weiss said before she and Ulrich began laughing.

"Um….you guys mind telling us what that was about?" Ulrich and Weiss turn to their friends who were all wearing confused looks.

"Oh, that was nothing." Weiss said with a small smile.

"Yea, don't worry about it." Ulrich said with a chuckle. The group was even more confused than ever now, but they decided to press the issue later.

"Whatever, so do you all know what classes you're in?" Yumi asked changing the subject.

"Yes we do." Blake said before pulling out a schedule.

"Me, Yang and Ruby are heading to a Mr. Fumet for Social Studies." SHe explained. Aelita's face quickly lit up.

"That's great, You girls are in our class for the year." She said in excitement. Once Blake heard that she began to share in the Pink Haired girls excitement well in her own way.

"That's means all of us can get to know each other better." She said.

"Well I hope you all have fun, I have a lady named Mrs. Hertz for my teacher." Weiss said in a slightly sad tone. Yumi raised an eyebrow at his.

"That means you're in my class." She said. Ulrich smiled at that fact.

"That's a good thing, at least Weiss has someone she'll know in the class." He said before turning to Yumi.

"You'll have her back right?" Ulrich asked his teammate. Yumi thought about it for a minute before shrugging her arms.

"Sure, I don't mind." Yumi said.

"Thank you Yumi, but you won't be watching my back until tomorrow. Since there is some kind of field trip, I'll be in the study hall until lunch." Weiss said. Everyone began to feel bad for Weiss, but Ulrich chuckled.

"Sucks to be you Ice Queen." He said. Weiss gave quick smack on the back of the head.

"Shut it you Dolt!" Weiss snapped. Before Anything else was said, the bell finally rang.

"Talk about being saved by the bell." Jereime said causing Ruby to giggle. Aelita then pulled on Ulrich's arm.

"Come on Ulrich, you and Weiss can fight later." She said. "Alright, Have fun in the study hall." Ulrich said as he, Jeremie and Aelita walked away. Weiss growled and tightened her fist.

"I'm going to kill him!" She said angrily. Ruby and Yang began laughing while Blake just chuckled.

"No you won't." Yang said. Weiss opened her mouth, but quickly closed it knowing the blonde was right.

"Ok girls come on, we don't want to be late on our first day." Blake said.

"She's right, We'll see you at lunch Weissy!" Yang said. Before Weiss could retort, Ruby began crushing her with a bear hug.

"We'll miss you Weiss!" She whined.

"AGH! Ruby….LET GO!"

 **A/N: I know this was short, but it will be worth it in the next chapter because Team RWBY….well one of them anyway will experience their first X.A.N.A attack. The past of Ulrich, Weiss and Sissi will be explained soon as well, so stay tuned.**


	4. Chapter 4

_Location: 's Classroom_

"Take a copy of my platform!" Odd said handing each student a piece of paper. Just then Jeremie, Ulrich and Aelita walked in and took one of the papers.

"What the- Odd, your running?" He asked in shock.

"Got that right Einstein." Odd said with a big smile on his face.

"Why didn't say anything?" Ulrich asked looking over his roommates platform.

"Because surprise is the secret weapon on my election campaign." Odd said.

"And the second weapon is poetry apparently." Aelita said looking up from the paper. "If you all want to have your say, why not give the nod to good old Odd." She said pointing to her pointy haired friend.

"Great right, I love words that rhyme with 'Odd'" Odd said. Ulrich and Jeremie rolled their eyes while Aelita giggled. Just then, Odd felt the rest of his platform papers snached from his hands. "Hey what's the big I-Oh!" Odd said seeing who stole the papers and they were tall, blonde and very cute.

"Class Rep, huh? Well you got my vote big guy." Yang said winking at Odd.

"I uh...thanks Yang." Odd said with a small blush on his face. Ruby and Blake took one of the papers and looked it over.

"Interesting, but I think I'll vote for Jeremie, Odd." Blake said in a neutral tone.

"Same here, I got your back J." Ruby said giving Jeremie a thumbs up. Jeremie smiled and nodded.

"Thanks you two." He then turned to Odd.

"Well all I can say Odd is best of luck." Jeremie said holding out his hand. Odd smiled and shook his pals hand.

"You too Einstein and no hard feeling no matter who wins." He said. Jeremie nodded.

"Nice to know you two won't be at each other's throats during this." Aelita said with a smile.

"We'd never let some stupid contest get in the way of our friendship." Odd said getting a nod from Jeremie.

"Alright everyone please take your seats and we'll being the Class Rep elections." Mr. Fumet said walking into the classroom. The group all went to take a seat. As per usual, Ulrich sat next to Odd and Jeremie sat next to Aelita. Ruby and Yang took a seat behind Odd and Ulrich while Blake took a seat in front of Jeremie and Aelita next to Emily.

"Before we start I see we have three new students. I'll let them introduce themselves." Mr. Fumet said. Yang, Ruby and Blake all stood up.

"Hi, I'm Ruby Rose! It's nice to meet you all." Ruby said with a slight bow.

"I'm Yang Xiao Long, I'm this little bundle of Joy's big sister." Yang said wrapping her arm around Ruby.

"I'm Blake Belladonna, pleasure to meet you all." Blake said in a slightly bored tone.

"Well Ruby, Yang and Blake, I welcome you three to Kadic Junior High. We all hope you will like it here very much. Alright will the three candidates please come up to the front and will finally begin. Jeremie, Odd and Herve all stood up and walked to the front. Ulrich then turned to Yang and Ruby.

"This is gonna be funny." He said. Both girls nodded and giggled. Blake and Aelita heard Ulrich's comment as well and they chuckled.

 _With Weiss, Location Study Hall_

Weiss entered the Study Hall to see a teacher sleeping at the front desk and a William Dunbar sitting next to the window playing with his DS.

"Um...hello." She said. William looked over to her and raised an eyebrow.

"Uh..hi, do you need something?" He asked.

"I'm new here, I'm suppose to be here until Mrs. Hertz gets back." Weiss Explained. William shrugged his shoulders.

"Well at least I won't be alone in here anymore. I'm William." The black haired boy said.

"I'm Weiss, pleasure to meet you. What are you playing?" Weiss asked taking a seat next to him.

"Super Smash Bros, just getting myself ready for when the new game comes out in december." William explained.

"You mean Smash Bros. Ultimate?" Weiss asked. William looked at Weiss with wide eyes.

"Uh yeah...you play?" He asked. Weiss flipped her ponytail and pulled a white 3DS out of her bag.

"I wasn't allowed to play video games growing up, but a good friend of mine opened me up to the world of gaming. Smash Bros. Melee was the very first video game I ever played with him and I was hooked instantly." She said with a smile.

"You got yourself a good friend there." William said smiling back at Weiss.

"Yea he's awesome, he taught me how to live and open up to other people. He's my best friend and I'm grateful to have him in my life." Weiss said. William wondered who this guy was, he sounded really cool.

"I stand corrected, he sounds like a great friend.

 _With Yumi, Location: School Bus_

"I'm warning all of you, If you try anything detention and once we get back you can join that smart aleck William Dunbar in the Study Hall." Jim said before a hand was placed on his shoulder.

"Thank you Jim, I believe you've made yourself perfectly clear." Mrs. Hertz said calming the gym teacher down.

"Roger ." Jim said.

" _Someone kill me, this is going to be torture."_ Yumi thought not wanting to listen to the Teachers banter.

 _Location: Mr. Fumet's classroom_

"So I ask you, why should good students represent the bad? Why not let a near dropout like me speak for all the other near dropouts?" Odd asked his fellow students with a big smile on his face. The students all began conversate and think about Odd's words. Jeremie was standing behind Odd with a neutral expression, while Herve was smiling like an idiot.

"You're not smiling Jeremie, how come?" He asked.

"Because I don't wanna look as dorky as you Herve." Jeremie said harshly. Herve glared at the blond boy, but kept his cool.

"What do Belpois and Pichon know about our problems, they always get A's and B's. They don't know the fear of getting left back, they're not capable of defending our cause." Odd said in a serious tone. Ulrich was about to stand up and support his roommate, but Yang beat him too it and stood up.

"I completely agree, I may be new here but know when someone makes a good point and sure enough he's made it." Yang said with a fistbump. Everyone except Sissi, Nicholas, Ruby and Blake began clapping and cheering for Odd after Yang spoke and she gave Odd a thumbs up.

"Wow sis you're really serious about this, huh?" Ruby asked with a smirk.

"Of course I am." Yang said. Blake then turned to her blonde friend.

"You have it bad don't you?" She asked in a bored tone. Yang blushed a bit and looked away from her bow wearing friend. Jeremie smiled at Odd knowing full well that it was going to be hard to beat what he just did.

 **BEEP! BEEP! BEEP! BEEP!**

Jeremie quickly looked down at his backpack as the laptop inside it was going off. " _Oh please just let it be an Email."_ He thought before turning his attention back to the class.

 _With Yumi_

Yumi was looking out the window still waiting to reach her classes destination.

"Seriously how far can one forest be?" She asked herself. Just then the buss cam to a screeching halt and everyone on the bus was shoved forward hitting the seats in front of them. Jim and went up to the driver and asked what was happening only to see a black spector rise from the bus control panel and enter both teachers and the bus driver's minds. The ghost then went throughout possessing all the students except Yumi who quickly stood up.

"What's going on are we already the-Oh!" She said with a worried look on her face. Her entire class including Jim and were staring at her with murder looks on their faces. "Aww why me." Yumi said taking a step back. Jim then walked forward with the the sign of XANA in his eyes.

"Hello Yumi." XANA said through Jim.

"You really have something against me don't you XANA." Yumi said taking another step back.

"I have no idea what you're talking about." XANA said before sending a stream of electricity towards Yumi. Yumi quickly jumped out of the buses back window to dodge the electricity. When she landed on the ground a few shards of glass stabbed her arm.

"AGH! Damn." Yumi said pulling the glass out of her arm.

"Aww are you hurt Yumi?" XANA Jim said with a sinister smile. "You really do have a vendetta against me." Yumi said before running off. The possessed passengers all jumped out of bus and ran after Yumi.

 _Location: Mr. Fumet's classroom_

"In conclusion, I promise to put lots of pretty plant in everyone of your classrooms. Won't that be nice?" Herve asked with a smile. Sissi then stood up and began clapping.

"Bravo bravo, way to go Herve." She then turned to Nicholas. "Clap stupid." She said Nicholas slowly began to clap if not hesitantly. "I'm gonna vote for Herve, aren't you?" Sissi asked the class who was just decided to ignore her. Odd and Jeremie both smiled knowing full well that Herve was only getting one vote.

"You're up at bat now Einstein." Odd said. "

Guess it is wish me-" Just then Jeremies phone began to ring. "Who is calling me right now. Hello?" Jeremie said answering his phone.

" _Jeremie_ , _I'm in real big trouble! My whole bus has been XANAfied!"_

"What! Yumi, are you sure?"

" _Jeremie, I have about twenty students plus Jim and shooting electricity at me so…..YES!"_

Jeremie flinched when Yumi raised her voice and it didn't go unnoticed by Odd, Ulrich and Aelita. Ruby, Blake and Yang saw the serious faces on Odd and Jeremie's faces and wondered what was wrong. noticed as well and he wasn't amused.

"Jeremie, if you're done talking we'd like you to take your turn." He said.

"Uh yes sir." Jeremie said before going back to his phone. "Yumi I have to hang up, but don't worry we're on our way." Jeremie said hanging up.

"What's up?" Odd asked.

"XANA's attacking Yumi, we have to go." Jeremie said. Odd nodded and looked to Ulrich and Aelita who already knew what was going on.

"Jeremie we're all waiting, what's your platform?" asked getting impatient.

"Um...right. I have some notes, but I left them back in my room." Jeremie grabbed his bag and headed for the door.

"I'll go and get them." He said running out.

"I'll go with him, keep and Eye on the competition you know." Odd said running after Jeremie. Ulrich and Aelita got up and ran out as well.

"We should got to." Ulrich said.

"Yea to um...seperate them if they start fighting." Aelita said. Everyone in the class had confused looks on their faces as they watched Ulrich, Odd, Aelita and Jeremie leave. Blake quietly snuck over to the desk Ulrich and Odd were sitting at so she could talk to Ruby and Yang.

"What was that about?" She whispered. Ruby and yang shrugged their shoulders. "

Not sure, but they all seemed to be a hurry." Yang said.

"Yea and did you see the look in Jeremie and Odd's eyes?" Ruby asked.

"Yea, and I bet the reason was that call Jereime got." Blake said putting her hand on her chin.

"You think everything is ok?" Ruby asked getting a bit worried.

"I'm not sure, but I think we should ask them about this later. Yang and Ruby nodded in agreement.

 _With William and Weiss_

" _The winner is…...PIT!"_ The announcer on the 3DS said.

"And that's win number 5!" Weiss gloated. William stared at her DS in utter shock.

"How do you do it, I've never seen someone play Pit as good as you do." William asked.

"Years of practice my friend, I've played this game for so long it's like it's become part of my life." Weiss said with a smirk.

"Well the practice paid off, you're awesome." William said.

"Thanks, but I can't take all the credit. I had a very good teacher." Weiss said.

"That friend of yours, huh?" William asked. Weiss nodded remembering Ulrich teaching how to play Smash Bros. Melee. "Who is this guy anyway, you still never told me." William said.

"You probably know him, he goes to this school. His name is-" "Attack confirmed, The activated tower is in the forest sector." William and Weiss heard a voice outside the window and went to see who it is. As they got to the window, they saw Ulrich, Odd, Jeremie and Aelita sitting on a bench.

"What are Ulrich and his gang doing there, classes aren't over yet." William said. Weiss turned to William.

"I was right you do know him." She said. William then looked to Weiss.

"Wait Ulrich is the guy you told me about." He asked in shock. Weiss nodded. William took a minute to process this before shrugging his shoulder.

"I guess there's more to him then I thought." He said. Weiss and William looked back at the group and saw Ulrich put his phone on speaker.

"Yumi where are you, are you ok?" Ulrich asked in a concerned tone.

" _I'm ok for now and I'm at the red trail crossroads. Hurry, I can't hold on for much longer."_

"We'll be right there." Ulrich said hanging up his phone.

"Ok Ulrich, you head to the forest and help Yumi. The three of us will deal with the activated tower on Lyoko." Jeremie said.

"Got it, good luck." Ulrich said heading to the forest. William and Weiss heard everything and they were very confused.

"What the...what's going on?" Weiss asked.

"Not so sure myself, but it sounds like Yumi's in trouble." William said walking away from the window and towards the door.

"Where are you going?" Weiss asked.

"I'm going to see what's going on, you coming?" William asked. Weiss was about to refuse, but she then looked at the sleeping teacher.

"You know what sure, I highly doubt we'll be missed." She said putting a hand on her hip.

"That's what I want to hear." William said opening the door. Weiss followed after him.

" _I hope you're not in too much trouble_ Ulrich."

 _With Yumi_

Yumi was running through the forest hoping she didn't run into her XANAfied class.

"I feel like lost about 10 pounds just now." Yumi said breathing heavily. She then looked around to see that he coast was clear and she rested to a tree. Yumi then looked at her bloody arm and flinched. "Aw man this hurts." She said.

"You called Yumi." Yumi turned to see XANA standing next to her.

"Oh give me a break." Yumi said as she started running again.

"You can't run forever Yumi." XANA said in a sadistic tone. She then fired a stream of electricity at Yumi causing the Young girl to fall.

"AHHHH!" Yumi screamed in pain.

"Aww did little Yumi fall down, here let me help you!" XANA Hertz said before beginning to shock Yumi again.

"AHHHHHHHH! STOP IT! STOP! AHHHHHH" Yumi cried out. Soon the rest of the students and Jim appeared surrounding Yumi.

"Aww you started without us." XANA Jim said with a sadistic smile on his face.

"Oh don't worry I just softened her up, you can have a turn." XANA Hertz said.

"Thank you." XANA Jim said before shocking Yumi.

"AHHHHHHHHHHH!" Yumi screamed.

"It's alway a joy hearing them scream." XANA Jim said before he, and the student all began laughing. Yumi was still in pain and could barely keep her eyes open.

" _Someone….help."_

 _ **A/N: Sorry for the wait you guy and sorry I'm splitting these in to parts. Hope you guys don't mind, anyway quick question for you all. I'm deciding whether or not to add the the Lyoko battle for this episode. Team Ruby (or at least one of them anyway) won't be on Lyoko until the next attack, so do you guys just want to see Weiss, Ulrich and William Save Yumi or do you want to see that and the Lyoko battle? Just let me know in the comments below.**_


	5. Chapter 5

_Location: Factory_

"The Activated Tower is in the forest sector. I'll try and get you both in as close as I can." Jeremie said typing away on the keyboard of the Super Computer. Odd and Aelita were in the scanner room waiting for Jeremie's Signal to go. "Are you two ready?" Jeremie asked. Aelita and Odd both nodded and stepped into their respective Scanner.

"Ready!" They both said in unison.

"Alright, I'm starting the procedure." Jeremie said.

 **Transfer Odd!**

 **Transfer Aelita!**

Odd and Aelita's scanners both closed and both teen closed their eyes waiting for the next phase.

 **Scanner Odd!**

 **Scanner Aelita!**

Both were now suspended in the air and spinning around slowly. Back in the computer lab, Jeremie was typing furiously while also watching the icons of Odd and Aelita render. When the rendering of the icons were done, Jeremie pressed the enter button on the keyboard.

 **Virtualization!**

Just then, a bright flash of light washed over Odd and Aelita and after a few seconds they were no longer in the real world.

Odd and Aelita were now floating in mid aia waiting for their virtual forms to materialize and as soon as they did they both fell onto the ground.

"You two alright?" Jeremie asked from the lab.

"We're cool Jeremie, which way?" Odd asked stretching his arms.

"The tower is north from where you are now, you should be able to see it from where you are." Jeremie answered. Odd looked to the left and saw the tower surrounded in a red aura.

"Can't miss it!" He said.

"Here's your taxi." Jeremie said as he materialized the Overboard. The hoverboard appeared in front of Odd and Aelita and Odd quickly jumped on.

"Hop aboard princess, we're off!" Odd said. Aelita nodded and jumped onto the board. Just as they pair began heading to the tower, Jeremie saw three red icons appear onto the screen.

"XANA is sending you some monsters, four Tarantulas incoming." He said.

"Copy, Hang on Princess." Odd said flying over to the monsters.

"Be Careful Odd, if anything happened to you I wouldn't have any competition except for Herve." Jeremie said with a smile.

"Don't worry Einstein, I'll take care of things her and then I'll come after you." Odd said before Aiming at one of the Tarantulas. "Laser Arrow!" He said firing at at one of the Tarantulas and destroying it instantly.

"Nice shot." Aelita complimented.

"Thanks, now let's turn around." Odd said turning his board back to the monsters, who began shooting red lasers at him. Odd did his best to dodge the incoming lasers, but one of them hit the Overboard and it began to swerve out of control causing Aelita to fall off and causing Odd to Almost hit a tree. Jeremie saw this and began to panic.

"Aelita, the Tarantulas are heading right for you take cover!" He said. Aelita turned around and Saw the three monsters approaching her. She then began running towards the Activated tower, all the while being shot at by the monsters. Odd got control of his Overboard again and made his way back to Aelita. He then saw that three lasers were about to hit the pinkette, so he jumped off his Overboard and pushed out of the way. The two quickly got up and ran towards the tower.

"You ok?" Odd Asked.

"I'm Fine, thank you."

* * *

 _With Ulrich_

Ulrich reached the red trail crossroad and he pulled out his phone.

"Come on Yumi, pick up." He said as the phone rang. After a few minutes he put his phone in his pocket and continued to walk but quickly stopped when he heard a twig break. " _Alright who's following me."_ Ulrich asked himself as he quickly hid behind a tree. He could hear a set of footsteps behind getting closer to him and after a few seconds he saw William walk right past him.

"What are you doing here Dunbar?" Ulrich asked. William turned to see Ulrich leaning against a tree.

"I heard it all Ulrich, Yumi is in trouble and we came to see if we could help." He said in a serious tone.

"We?" Ulrich asked with a raised eyebrow. Ulrich then felt someone tap his shoulder, he turned to see a familiar white haired girl.

"We as in him and me." Weiss said crossing her arms. Ulrich began to panic, William was one thing but the last thing he wanted was to get his best friend involved with XANA business.

"Weiss you shouldn't be here." Ulrich said before turning back to William.

"Take her back to the academy right now and I'm not arguing about this!" Ulrich said before walking off. Before he could get too far though, He was pulled back by his arm.

"Hold up Dolt, you can't just say that and walk off!" Weiss said squeezing his arm. Ulrich didn't flinch.

"Look this all too complicated right now, you just need to go back to school where it's safe." Ulrich said.

"Safe from what, what's going on Ulrich?" William asked.

"I told you it's too compli-" "AHHHHHH!" The three teens jumped as they heard that scream.

"Yumi!" Ulrich said before running off. Weiss and William nodded to each other and ran after Ulrich. The brunette noticed them running behind him.

"I told you two to get out of here!" He said.

"Not until you tell us what's going on!" Weiss said stubbornly.

"She's right and Yumi sounds like she's in danger! We're coming with you, like it or not!" William said. Ulrich hated this one one hand he had a little back-up, but on the other he didn't want Weiss and surprisingly William to get hurt. Ulrich took a deep breath and looked to Weiss and William.

"Fine you both can come, but under three conditions! One: You both do as I say, Two:You ask no questions and three: William if Weiss is in danger you help her got it!" Ulrich said. Weiss and William looked at each other and nodded.

"Ok." They said at the same time.

* * *

 _Back on Lyoko_

Odd and Aelita quickly hid behind a tree and the three Tarantulas surrounded the tree and began firing at it. Odd then looked to Aelita.

"I'll keep them distracted, as soon as the coast is clear head to the tower." Odd said to the pink haired girl. Aelita nodded and Odd turned away from her.

"Alright, go time!" Odd said running towards the Tarantulas while they were firing at him. Odd quickly dodged the lasers and jumped over the monster causing them to stop firing and follow him. He then climbed up a nearby tree and fired three arrows at one of the tarantulas destroying it. Aelita looked on as Odd and the monsters got Further away from her and she was about to run to the tower.

"Aelita hold on a bit, they're still too close." Jeremie said. Aelita nodded and stayed behind the tree.

* * *

 _Back with Ulrich_

Ulrich Weiss and William all made it to the source of Yumi's scream and what they saw horrified them. She was surrounded by all of her classmate including Jim and and they were all electrocuting her. Ulrich gritted his teeth while Weiss and William were slack jawed and wide eyed.

"What..how..why...What the hell is this! What are they doing to her!?" Weiss asked in a scared tone.

"How are they shooting lightning out of their fingers?" William said scared as well.

"I told you two it was complicated and I told you to not ask any questions. Now shut up and do what I tell you. I'm going to lead them away, XANA only want me and my friends so they'll follow me. Once they're all gone, you both need to get Yumi to safety." Ulrich said.

"What about you?" Weiss asked in concern.

"Yea man, what if they get you?" William asked.

"That's not important I-" Yes it is important, you are important. I'm not letting you get yourself killed." Weiss said cutting Ulrich off.

"Weiss listen this isn't up for-

 **ZZZZ...ZZZZ...ZZZZ**

Ulrich felt his phone vibrate and he quickly answered.

"Jeremie?" He asked.

" _Ulrich, Aelita's about to enter the tower. She should be shutting it down in about five minutes."_

"Good because I was about to do something risky with Weiss and William."

" _Weiss and William, What are they doing with you?"_

"It's a long story, I'll explain later."

" _Fine just give us some time to-"_

Ulrich waited for Jeremie to finish his sentence, but he had gone eerily silent for about two minutes.

"Jeremie, you still there? What's going on?"

" _We got a Problem, the Scyphozoa after is after Aelita. The tower is not going to get deactivated right away!"_

Ulrich facepalmed. " _As if we didn't have enough problems."_ He thought to himself. "Alright, we'll play for time. Just hurry before it's too late!" Ulrich said into his phone.

" _Got it, I'll keep you posted."_ Jeremie then hung up and Ulrich pocketed his phone.

"Alright the situation just got worse." He then turned to William and Weiss. "Get Yumi to Safety!" Ulrich sad before running towards the XANAfied group.

"Ulrich!" Weiss said about to follow him, but she was stopped by William.

"What are you doing, he-" "I know, but I think we should do what he says." William said in a serious tone.

"But Ulrich-" "I know, but I've known him a while and he can take care of himself. Right now we need to help Yumi and once we know she's safe we'll go and get Ulrich I promise" He said cutting Weiss off. Weiss still couldn't help but worry about her friend, but she knew William was right.

"Ok, let's go." She said with a nod. William nodded back and the two waited for their chance to get Yumi.

* * *

 _Back on Lyoko_

"Odd hurry, Aelita's been captured by the Scyphozoa! She needs your help!" Jeremie said in a panic. Odd was hiding behind a tree as one Tarantula was firing relentlessly.

"I'd love to help but-" Odd Quickly fired three arrows at the monster but they didn't damage him much. "My new playmate doesn't seem to agree." He said. Odd knew he had to forget about the last tarantula and get to Aelita, so he took a gamble. Odd began climbing up the tree he was hiding behind and once he was high enough he jumped over the monster and landed behind him.

"Good job Odd, now move it!" Jeremie said.

"I'm on it!" Odd said running to Aelita's location. The Tarantula didn't give up though, it quickly turned around and followed him.

* * *

 _With Ulrich_

"How ya doing zombies? I know I'm not welcome, but I love strolling through the woods." Ulrich said with a serious look on his face. All of the XANAfied students and teachers looked at him and they all growled.

"After him!" Jim commanded. Ulrich began to run and all the XANAfied student followed him and with one last look to Yumi, and Jim Followed. Yumi was left unconscious alone on the ground giving William and Weiss a chance to get her.

"Come on let's go!" William said running over to Yumi. Weiss followed and once they reached her they tried to wake her up.

"Yumi, Yumi wake up!" William said shaking her.

"Come on Yumi, get up." Weiss said. Yumi's eyes slowly opened and she saw Weiss and William looking at her.

"W...W..what are you both doing-AHG!" Yumi screamed in pain while clutching her arms.

"We got you, we're taking you back to the Academy." William said as he and Weiss put Yumi onto his back.

"No the student they-" "Ulrich is handling it..hopefully." William said in a worried tone. He and Ulrich may not see eye to eye most of the time, but he still worried about the boy. He never wanted to see Ulrich hurt or worse.

"You left him alone!" Yumi said in a angry tone.

"He asked us to, he wanted us to get you to safety." William explained. If Yumi could facepalm she would have, but before she could say anything she felt a hand on her shoulder.

"Don't worry I felt the same way when he pitched the idea, but don't worry I'm going after him." Weiss said with a smile. Yumi and William looked at her as if she had grown a second head.

"No you can't, XANA is too dangerous!" Yumi pleaded.

"Listen i may not know what's going on or who this XANA is, but I know one thing my best friend is out there about to get himself killed and I'm not going to let that happen." Weiss said before running off in the direction Ulrich was heading in.

"Weiss stop, Ulrich said not to follow him!" William said trying to stop the white haired girl.

"Yea, but I never listen to that dolt! Get Yumi some help and I'll see you later." Weiss said as she disappeared into the forest.

"Oh man." William said in a worried tone.

"Go after her." Yumi said.

"No you need Medical attention" William said back.

"We're all going to need medical attention if you don't go after her!" Yumi said. William sighed and began walking towards the academy.

"I told you to go after her!" Yumi yelled.

"I know, I'm just doing what I think is more important." He said. Yumi was shocked by his word, she wanted to yell at him, but she couldn't so she stayed quiet.

" _Weiss….keep Ulrich safe._ "

* * *

 _With Odd_

Odd had finally made it to Aelita who was still being held up by the Scyphozoa. He then aimed his arrows at the monster but before he could, the Scyphozoa gently laid Aelita onto the ground and left.

"Princess!" Odd said running over to the pink haired girl. Jeremie was typing furiously on his Keyboard and had a confused look on his face.

"Aelita is alive, I don't understand. What was all that about XANA." Jeremie asked. Odd kneeled down to Aelita and began shaking her.

"Aelita you gotta wake up, it's me Odd!" He said. Aelita's shot open and she quickly stood up. "Oh thank goodness, horrible time to take a nap prin-AHHH!" Odd's sentence was cut shout as Aelita released a powerful shockwave knocking him into a tree.

"Oh man! Aelita, what's wrong with you!?" Odd said in an annoyed tone. Aelita smiled and fired and Energy Field at Odd.

"Whoa! Jeremie!" Odd yelled dodging the Energy Field.

"I know, XANA's possesed Aelita!" Jeremie said. Odd was shocked and turned to See Aelita hopping onto a Tarantula and Heading away from the tower.

"Jeremie she's on the move!" He said.

"Find your Overboard and go after her!" Jeremie said.

"What about the Tower?" Odd asked.

* * *

 _With Weiss_

Weiss was running through the forest still looking for Ulrich and hoping he was ok.

" _Come on you dolt, where are you?"_ She thought.

"Fifteen against one, I've handled worse!" Weiss heard the familiar voice and quickly ran in it's direction. She then saw Ulrich surrounded by the XANAfied people.

"Oh no!" She said hiding behind a tree.

"Of all times not to have my rapier with me." She said as she looked around for some kind of weapon. Weiss then spotted a long, sturdy stick and picked it up.

"Well it's better than nothing." She said as she was about to make her presence known.

"AHHHHH!" Weiss jumped and looked back to Ulrich who was on the ground being electrocuted.

"HEY!" The possessed people turned to Weiss.

"Back off!" She said getting into a defensive position.

"Get her!" Jim Commanded. Ulrich opened his eyes and saw Weiss standing in front of him and the possessed people.

"W..Weiss, I told you to get out of-" "SHUT UP YOU DOLT!" Weiss yelled cutting Ulrich off. "Just sit tight and we'll get out of her together." She said charging the group. The XANAfied people rushed her as well and Weiss quickly imbedded the stick into the ground allowing her to lift herself off the ground and kick most of the Students that surrounded her. The students fell to the ground most of their bodies began fading in and out of existence.

"That was easy." Weiss said with a smirk.

"That's what you think!" Jim said firing a blast of electricity at Weiss. Weiss saw this and she jumped out of the way.

"Try again!" She said charging Jim! Jim growled and shot another blast of electricity at Weiss. The white haired girl smiled as she jumped into the air, dodging the blast and bashing Jim's head in with the stick. Jim fell hard on to the ground fading in and out of exist, Weiss then quickly ran over to Ulrich.

"Are you ok?" She asked kneeling down.

"No i'm not! What are you doing her Ice Queen!?" Ulrich asked in an ungrateful tone.

"I came to help you Dolt, you would have been dead if I hadn't come! Now come on we have to get help." Weiss said helping Ulrich up off the ground. Ulrich sighed and looked at his friend.

"Alright and thanks." He said with a smile. Weiss smiled back and the two began running out of the woods only for Weiss to be knocked onto the ground by a blast on electricity.

"AHHH! She screamed as she fell to the ground.

"Weiss-AHHHH!" Ulrich screamed after also being shocked. The boy fell to his knees and looked to see with a sadistic smile on her face.

"I see you brought a new playmate with you Ulrich and I must say she's quite the fighter." XANA said through .

"Don't you touch her XANA!" Ulrich Snarled.

"Oh I won't have to!" She said as she aimed a blast of electricity at Weiss. Ulrich quickly hopped in front Weiss and took the blast himself. Weiss heard the conversation and wondered who this XANA was, but her train of thought was stopped when she saw Ulrich take a hit for her!

"Ulrich!"

* * *

 _With RBY_

Classes for Blake, Yang and Ruby were pretty boring without Ulrich, Odd, Jeremie and Aelita and they were starting to get worried.

"Ok those three have been gone for 3 hours." Blake said as she, Yang and Ruby walked to the lunch room.

"I know, you think everything is ok?" Ruby said in a concerned tone.

"I'm sure they're fine, but they did seem in a hurry to leave the classroom.

"Should we go look for them?" Ruby asked.

"Let's get Weiss before we do, she and Ulrich may argue alot but she does care for him." Blake said. The sisters nodded and proceeded to enter the lunchroom and they didn't see Weiss anywhere.

"Ok now i'm worried, i'm calling Weiss!" Ruby said pulling out her phone.

"I'll call Aelita!" Blake said pulling out her phone as well. Yang looked at Blake with a raised eyebrow and this didn't go unnoticed by Blake.

"She gave me her number yesterday, we have more in common than we thought." She explained. Yang seemed to accept this and dropped the subject for now. A few minutes passed and both Blake and Ruby got nothing but their friends voicemails.

"This is not good." Blake said starting to get a bit scared.

"I can try Jeremie." Ruby said dialing Jeremie's number. This time both Blake and Yang looked at Ruby with raised eyebrows.

"I asked and gave it to me, nothing more and nothing less." Ruby explained. Blake and Yang looked at each other and shrugged. After a few seconds Jeremie did pick up.

" _Um hello?"_

"Oh Jeremie, thank goodness!"

" _Ruby_?"

Yes it's me! Where are you guys, we've been worried sick!"

" _Ruby look, I don't have time to explain I'm dealing with a problem right now. I'll talk to you later_." Jeremie hung up and Ruby just stared at her phone with a worried look on her face.

"What happened, what did he say?" Yang asked.

"Barley anything, he just said he was dealing with a problem." Ruby said.

"I've got a bad feeling about this now." Blake said looking down.

"Same we should- What the hell!" Yang said looking out of the lunchroom window. Ruby and Yang also looked out the window and saw William carrying an bruised and beaten Yumi.

"Oh my god, Yumi!" Blake said before she said the other ran outside.

"Hey you!" Yang called out. William jumped a bit and saw three girls running up you him.

"What did you do to here!" Yang said cracking her knuckles.

"Whoa chill blondie, I didn't do this to her!" William said backing up a bit.

"You expect us to believe that?" Blake said glaring at the black haired boy.

"Believe what you want, I need to get her to the the infirmary!" William said turning his back on the three girl.

"Hold it creep-" "Stop!" The girls and William stopped in their tracks and saw Yumi open her eyes.

"It's ok girls, he helped me." She said. The girls all looked at one another and nodded.

"Fine, but what happened to you?" Ruby asked.

"It's...complicated, but it will be fine. The others will fix everything, I promise." Yumi said.

"What does that mean?" Yang asked.

"She won't say, I asked her the same thing." William said. The girls were still worried, but right now they had to help Yumi.

"Let me help you carry her." Yang said walking over to William.

"Thanks." William said.

* * *

 _Back on Lyoko_

Odd was on his Overboard following Aelita who was riding a Tarantula to a Way Tower.

"Einstein, Aelita is heading for the way tower!" He said.

"Great." Jeremie said pinching the bridge of his nose.

Aelita then jumped off the Tarantula and ran into the way tower while the monster kept Odd busy. Aelita then entered the tower and made her way to the center of it. She then began levitating into the air and headed for the second level of the tower. Once she made it there, she landed on the second platform and walked to the center of it. An Interface appeared in front of her and she places her hand on it.

 _ **AELITA**_

 _ **CODE:XANA**_

On the outside of the tower, Odd was fighting the tarantula and out of nowhere it just disappeared.

"What the heck?" Odd asked in a confused tone. He then turned to the tower which was also disappearing and as it did Aelita fell out onto the ground. Odd ran over to the pink haired girl and hesitantly kneeled down to her.

"Ugh Odd, what happened?" Aelita asked rubbing her head.

"I'm sure but-OH CRAP!" Odd shouted as he saw that the forest sector being erased in front of them!

"Run for it!" He said. Both Odd and Aelita began running as fast as they could trying to outrun the disappearing sector.

"Odd what are you yelling about and why are you two running?" Jeremie asked in confusing.

"Oh i don't know Einstein, maybe it's the fact that THE SECTOR IS DISAPPEARING! NOW STOP ASKING QUESTIONS AND RE-MATERIALIZE US!" Odd demanded. Jeremie heard this and wasted no time activating the re-materialization program.

* * *

 _With Ulrich and Weiss_

Weiss quickly got up to help Ulrich only to be shocked from behind by Jim.

"Sorry little girl but you have to pay for bashing my head in!" XANA said through Jim.

"AHHHHH!" Ulrich and Weiss screamed in pain. The two teens felt as if there life was slowly slipping away from them, then all of a sudden the shocking stopped and both Jim and fell to the ground unconscious. Ulrich and Weiss also fell to the ground and they both we facing each other.

"A..are you ok Ice Queen?" Ulrich asked.

"Not really... my whole body hurts." Weiss struggled to say.

"Don't worry it won't hurt fo long." Ulrich said with a small smile. Before Weiss could asked what Ulrich meant a bright white light engulfed them both.

* * *

 _Back in Mr,fumet's classroom_

"So you mind telling me what happened?" Ulrich asked as he, Odd, Jeremie and Aelita were all back in the same positions before they left the class the first time.

"All I can really say is that the forest sector gone." Odd said. Ulrich's eyes widened in shock.

"What do you mean gone?" Ulrich asked.

"XANA pulled a dirty one on us and possessed Aelita, he used her to destroy the forest sector. Jeremie said that if the other four sectors are gone, we won't be able to get into sector five anymore." Odd explained. Ulrich quickly caught on to what Odd was saying.

"THat means he can destroy the core without any interference from us." He said. Odd nodded.

"Great." Ulrich said shaking his head. After classes were over, the group met up in the lunchroom to talk about their next move.

"So what now?" Yumi asked.

"Well, I need to find a way to virtualize you all directly into sector five. That way even if we lose the sector, we can still protect the core." Jeremie explained.

"No problem, we got the two smartest kids in school and they got three great bodyguards." Odd said with a smile.

"He's right, we got this." Ulrich said also smiling. Yumi smiled and nodded as well.

"Alright, then we're in this together." Jeremie said.

"We always were." Aelita said.

"HEY GUYS!" The group looked over to see RWBY walking over to them.

"Sup ladies!" Odd said with a wave.

"How are you?" Yumi asked.

"We're good, mind is we sit?" Blake asked.

"Sure no problem." Aelita said with a smile. The four girls sat down.

"So how was your alone time Weiss?" Ulrich asked with a smirk.

"Quite enjoyable actually, i made a new friend and he's a decent Smash Bros. player." She said smirking back at him.

"Whoa Whoa, you play Smash Ice queen?" Odd and Yang asked at the same time.

"Why didn't you tell us, we could have played back a beacon!" Ruby said excitedly.

"Sorry Ruby, but I didn't want to humiliate anyone." Weiss said taking a sip of her tea. Odd, Yang, Ruby and even Aelita looked at her with wide eyes.

"Oh it's so in Weissy, You and me right now!" Ruby said pulling out a red 3DS. Everyone at the table was getting excited, but Ulrich knew this wasn't a good idea.

"Ruby, you don't know what you're getting into." He said trying to stop her.

"Why?" Ruby asked innocently.

"Just trust me Ruby, she will destroy you." Ulrich said in a serious tone.

"I can vouch for that." Everyone turned to see William standing at the table.

"Hi Will." Weiss said with a smile.

"Wait William was the friend you were talking about?" Ulrich asked.

"Yup." She said.

"And Weiss told me she knew you Ulrich, you play?" He asked. Ulrich kept his neutral face and pull a green 3ds from his jacket.

"Wanna find out?" Ulrich asked.

"Oh this is gonna good." Odd said pulling his 3DS out.

"OK let's make this a tournament, a full on battle to the death." Yang Suggested.

"I'm In!" Yumi said.

"Me too." Aelita said.

"Me three." Jeremie said.

"I thought you had work to do." Odd said.

"I can start later, right now I feel like taking you all down." Jeremie said with a smile.

"Oh bring it J!" Ruby said with determination in her eyes.


	6. Chapter 6

_One Week Later, Location: Ulrich and Odd's room_

Ulrich was in his room reading a comic he had gotten at the library while waiting for Odd to return from his shower. The boy was wearing a white muscle shirt and a pair of black shorts.

" _Come on Odd, it's been more than 45. You don't need anymore gel in your hair than you already do_." He thought to himself. Ulrich had a reason for being impatient, he and Odd were suppose to meet Weiss and Yang on the soccer field for a short workout. It was Yang's idea, she thinks the reason Odd is so scrawny is because he doesn't workout enough. Odd was determined to finally get people to stop calling him scrawny and ever since then he's actually been pushing himself pretty hard in the workouts. After a few more minutes the door opened.

"Took long enough, were...late." Ulrich looked up from his book and saw Weiss and Yang standing in the doorway. Weiss was wearing a white tank top and a pair of matching yoga pants. Yang had a yellow Sports bra on and also sporting a pair of matching yoga pants.

"Nice to see you too." Yang said with a smile. Ulrich gave a sheepish smile.

"Sorry girls. I'm still waiting for Odd, he's still in the shower." He Explained.

"Really, I figured he'd be done by now." Weiss said taking a seat next to Ulrich.

"He is done, I bet he's just working on his hair." Ulrich said rolling his eyes. Weiss immediately understood.

"Oh trust me, I know exactly how you feel." Weiss said not so Subtly. Yang just smiled.

"Well excuse me for taking care of the gorgeous mane of mine." She said Flipping her hair. Ulrich and Weiss Rolled their eyes at the blonde.

"You and Odd are a match made in heaven." Ulrich said shaking his head.

"Or Hell." Weiss whispered. Yang Wanted to Protest, but she couldn't deny the fact that she was somewhat smitten with the dog owner.

"Ruff Ruff!" Yang looked down to see Kiwi running around her legs.

"Hey Kiwi, How are you?" Yang said picking the small dog up. Kiwi began licking the blondes face causing her to giggle.

"I still can't believe everyone knows about Kiwi, yet no one has squealed." We said slightly dumbfounded.

"I just think everyone thinks it's funny the teachers have no idea, that and Seeing Jim go crazy about finding him and threatens to put him in the pound." Ulrich said with a chuckle.

"If he even comes near this poor little puppy I introduce Jim to my fist." Yang said petting Kiwi.

"I really don't want to see you expelled Xiao-Long, so please save the punching for your boxing matches." Weiss said shaking her head. Before Yang could reply, the door to the room opened once again and Odd walked through with just hs towel on.

"That's better, hey Ulrich sorry for the wait but you know my hair needs to be taken...care...of." Odd immediately saw Yang and He froze up. Yang just smiled and kept petting Kiwi.

"Looking good there Lady Killer." Yang said in a flirtatious tone. Odd quickly realized that he was only wearing a towel and ran back out the door. Weiss and Ulrich couldn't resist laughing at the scene that just unfolded and Odd was outside bright red like a tomato. Yang just thought the whole scene was adorable and She placed Kiwi on the floor.

"You don't have to be embarrassed Oddy." She teased.

"Speak for yourself." Odd said still blushing. Yang chuckled.

"Come on Weiss-Cream, let's let the boy change. We'll meet you both at the entrance." She said. Weiss nodded and stood up.

"See you in a few." She said with a wave. Ulrich nodded and the two girls walked out of the room. Yang caught a slight glimpse of Odd Before he ran back into his room and she smiled.

"Will you quit staring?" Weiss asked getting slightly annoyed by the blonde.

"I can't help it he's cute." Yang cooed with a loving smile on her face. Weiss rolled her eyes.

"You just met the guy a week ago." She said.

"I know that, but I…" Yang couldn't really find the words for this, sure she's had her fair share of dates back at beacon but she felt Odd was different. She didn't know what is was, but he was. Weiss saw Yangs face fall slightly and her own face softened.

"Look I'm not telling you how to live your love life, I'm just saying instead of just asking him out immediately you take your time and get to know him. I feel like that's been your problem ever for a while now, you move things along way too fast and you end up getting your heart broken or vice versa." Weiss explained to the blonde. Yang took a few seconds to think about Weiss's words before speaking up again.

"I guess you're right, I do rush things a bit. I mean remember when me and Foxx went that one?" Yang asked.

"Yes and you tried to kiss him on the first date and he told you he'd rather be friends." Weiss said in a deadpanned tone. Yang's face fell once again.

"Yeah, I guess I did kinda over do it that time." She said twirling her hair with her finger.

"Kinda?" Weiss asked raising an eyebrow.

"Ok i really overdid it." Yang said in a sad tone. Weiss sighed and put a hand on her blonde friend's shoulder.

"I'm gonna be blunt, you're Beacon's Playgirl." She said.

"Thanks!" Yang said narrowing her eyes.

"It's true, you've dated every boy in the 8th and 9th grade except Jaune, Ren and Adam. And everyone of them ended after either the first date or the first week." Weiss said bluntly. Yang wanted to argue she really did, but she couldn't. Everything Weiss just said was true and she it made her sad. Weiss didn't want to make Yang sad, but she needed to hear this or else Odd would just end up like the others. "Look, I think you should wait it out for a while before you both start dating. Learn more about the guy, What is his family like, what's his favorite kind of Music? Stuff like that, see if you both have anything in common." Weiss explained. Yang took the White-haried girl's words to heart and smiled at her.

"Ok, I'll try! I can do this, nice and slow!" Yang said with determination in her voice. Weiss smiled at the girl and nodded.

"Atta girl!"

 _With Ulrich and Odd…_

Ulrich couldn't stop laughing at his roommate as he lying face down on his bed with his head buried in his pillow.

"Oh come on Odd it wasn't that bad." Ulrich said still laughing. Odd looked over to Ulrich with both a glare and a blush on his face.

"Your crush didn't see you half naked!" Odd yelled.

"Chill man, you think she thinks any less of you because of that. Yang may not act like it at times but she's more mature than you think." Ulrich said.

"I know I just...Uh..UGH!" Odd just groaned into his pillow.

"Wow, I haven't seen you this bad since Sam." Ulrich said feeling a bit bad for his buddy. Odd looked over to Ulrich and sighed.

"No I think it's worse than that. I mean sure Sam was great, but Yang...she's...She's…" Odd couldn't find the words to describe the blonde bombshell. Ulrich got up from his bed and grabbed his water bottle.

"She a girl you don't want to make a mistake with like you've done with others." He said.

"Yea and I don't think I can-" "Ok enough, Odd i'm going to be bluntly honest with you. You're a playboy and you don't know how to move slow with a girl. Instead you go right for the kill instead of getting to know them and then one to two weeks later they either break up with you or you cheat on them." Ulrich then opened their dorm door. "I'd advise you to get to know yang a bit better. Sure she's cool and all, but you need to really get to know her. Ask her about her family, her likes and her dislikes. Most importantly, you need to learn to be yourself! Not 'Playboy Odd Della Robbia', but Odd 'I'm a real pal and always there for my friends' Della Robbia." With that Ulrich walked out the door and closed it leaving Odd shocked and wide eyed.

"Wow." Odd said to himself as if he had just had an epiphany. The boy looked back on all his past relationships, how they began, how he acted during them and how they ended. He then came to a conclusion and a major realization. "I'm…I'm a jerk..no worse than that I'm just horrible." Odd said finally lifting himself off his bed. "Well...No more. I have some apologizing to do and I have a roommate to thank." Odd said with a small smile.

 _With Ulrich_

Ulrich walked out of the dorms and saw Weiss and Yang Sitting on a bench.

"Where's Odd?" Yang asked seeing the boy walking up to them.

"Getting dressed, he'll be right out. Hey Ice Queen, how about we get a head start?" Ulrich asked with a smile. Weiss smiled back and stood up.

"Sure, I don't feel like waiting anymore." She then turned to Yang.

"You mind?" Weiss asked the blonde.

"No go on ahead, I'll wait for Odd." She said smiling. Weiss nodded and walked over to Ulrich.

"Alright Dolt...YOU'RE IT!" She said lightly hitting him in the head and taking off.

"Get back here Ice Queen!" Ulrich said running after her. Yang laughed at her friends shenanigans, seeing Weiss acting like a child around Ulrich instead of her usual stiff self was funny.

"Sorry for the wait." Yang looked to see Odd wanting out of the dorm building wearing a purple short sleeve shirt and a pair of purple shorts.

"It's fine pal, Ready for a workout?" Yang asked getting up. Odd Blushed slightly seeing how Yang was dressed, but he did his best to keep himself composed.

"You bet, Where are Ulrich and Weiss?" He asked.

"They went on ahead, Giving you and me some alo-"

 **You move things along way too fast and you end up getting your heart broken or vice versa.**

Weiss's words echoed in Yang's mind and she took a few small steps away from Odd.

"Are you ok?" The boy asked in a worried tone.

"Huh..Oh Yeah, I'm Awesome!" Yang said giving her a smile.

"Well obviously." Odd said smiling back at her. Yang laughed a bit and walked past Odd.

"Come on, let's catch up with Ulrich and Weiss." Yang said.

"Aww they won't miss us I say we-"

 **Instead you go right for the kill instead of getting to know them and then one to two weeks later they either break up with you or you cheat on them.**

Ulrich's words echoed in the blonde boys mind and he immediately held his tongue.

"You good?" Yang asked putting a hand on his shoulder.

"Yeah I'm good, come on let's get running." Odd said with a smile. Yang Smiled back and the two began their jog.

" _This isn't going to be easy."_ They both thought.

 _With Ulrich and Weiss_

"You're too slow Stern!" Weiss said still running away from Ulrich.

"I'll show you Slow." Ulrich said putting his all in catching his childhood friend.

" _Super Sprint!"_ Ulrich thought unconsciously. Sure hasn't moving at his full Lyoko speed, but he was catching up with Weiss. The white-haired girl saw this and she smiled.

"You know if you put this much effort into your school work you might actually have a future." That did it, Ulrich held nothing back and ran full force at Weiss.

"You'll regret that!" He said with a slight growl. Weiss feels like she touched a major nerve and regretted it instantly. Ulrich had caught up to her, but as he went to tap her shoulder he accidently pushed her causing her to fall and making his trip. Both teens were both on their backs and rubbing their heads

"OW! ULRICH YOU DOLT!" Weiss yelled.

"Ow...Sorry." Ulrich said. Both teens looked at one another and smiled.

"It's ok, but see what happens when you apply yourself?" Weiss asked. Ulrich rolled his eyes. "Yeah yeah." He said. Weiss turned to her side.

"No really, you just need someone to push you. Look, Odd joked about it but it's true you aren't the best student Ulrich." She said to him. Ulrich lowered his head a bit, but Weiss put a hand on his shoulder. "It's ok, you know why?" She asked with a smile.

"Why?" Ulrich asked with a raised eyebrow. Weiss smiled and stood up.

"I'm going to tutor you!" She said. Ulrich stared at her for a few minutes before laughing.

"HAHAHAHAHAHAHA! Oh my god, that's a good one Ice Queen." He said wiping a tear from his eye. Weiss then gave the boy a serious look and putting her hands on her hips. Ulrich saw this, but kept smiling.

"You're not serious."

Weiss kept staring him down making him slightly uncomfortable.

"You're not Serious?"

She kept staring at him.

"Oh god you're serious!" Ulrich said in a slightly scared tone.

"Yup." Weiss said crossing her arms. Ulrich then stood up.

"Why?" He asked. "Because I actually want to see you succeed in life Ulrich and you need to get your grades up to do that. Which is why everyday after classes you and me are going to meet in the library for a three hour study session." Weiss explained. Ulrich looked at her as if she had lost it.

"Three hours!" He said.

"It's for your own good and who better to tutor you than me, I know how you think and that give me ideas on how to work with you." Weiss explained. Ulrich was going to deny her help but then he stopped to think.

" _She does have a point, I almost got held back last year, not only that I had to quit soccer because of my rotten grades."_ Ulrich looked up to Weiss and gave her a nod.

"Ok Ice Queen, let's do this." He said smiling at her. Weiss had a shocked look on her face, she expected him to say no right away.

"Oh..Ok. We'll start tomorrow After classes and you better be serious about this!" Weiss said jabbing a finger into his chest.

"I am I swear, the last thing I need right now is my dad breathing down neck as usual." Ulrich said crossing his arms.

"Ugh I know what you mean." Weiss said in an annoyed tone. Ulrich saw the look on Weiss's face, she looked sad.

"Nothing's changed huh?" Ulrich said in a concerned tone. Weiss looked at him for a brief second before looking down. "He's gotten worse hasn't he?" Ulrich asked putting a hand on his friend's shoulder. Weiss remained silent.

"What about Winter, isn't she-" Before Ulrich could finish his sentence, Weiss just shook her head. Ulrich looked around and saw an empty bench. "Come on." He said taking the girl's hand and lading her to the bench. Upon sitting down, Ulrich looked to Weiss. "Six years Weiss, What happened while I wasn't around?" He asked. Weiss was silent but spoke up after a few seconds.

"Hell...That's what." Weiss said before covering her face with her hands. Ulrich knew he wasn't going to like the answer.

"What happened?" He asked again. Weiss uncovered her face and shook her head.

"It started when I had to leave Kadic in Elementary School. Father told us we were going to America to be close to his new Business partner and everything went downhill from there. During my first birthday in America, Father missed the big dinner Mother had planned and she was furious. Father finally showed up and as usual showed no interest what was dong on. The two began arguing and Father finally snapped saying that he only married into our family was for our wealth and family name." Weiss eyes began to water, but she continued.

"After that fiasco, we all knew things were never going to be the same again. Winter was heading off to college so she wasn't going to be home as often. Mother began to drink, she distanced herself from us and she stopped being my mother all together. Then there's my brother Whitley." Weiss growled mentioning the boys name. Ulrich remembered meeting Whitley a few times, the boy was like a male Sissi, Nice on the surface but mean and nasty on the inside.

"He'd torture me for crying, weither it was about Mother and Father fighting or Winter being at college he'd just torture me." The tears began flowing from her eyes. "Call me weak, Call me a crybaby, say that the only reason I'm still in this family is because Father allows it." Ulrich keep listening, but the more he did, the more he wanted to hit something. "I couldn't take it anymore so I decided to come back to France and go to Beacon. Best decision of my life! I made new friends, I met Ruby, Blake, Yang and so many others. I was happy to be away from that nightmare, but there was something missing from my life or someone missing." Weiss looked to Ulrich with a small smile.

"Me?" He asked. Weiss nodded.

"Ulrich everything was bad...no worse than you can imagine, but what was just insufferable about it all was... being halfway across the world away from the one person who treated me like a person and not just Jauques Schnee's , you, Ruby, Yang and Blake are more like family to me than my own family." She said looking down. Ulrich took those words to heart and he wrapped his arms around the white haired girl. "I'm so sorry, I didn't-" Weiss cut Ulrich off by giving him a hug.

"You have nothing to apologize for, you didn't know what was going on." She said.

"Still, you shouldn't have gone through all of that alone. I wish I was there." He said. Weiss shook her head again.

"You had your own life to live, you shouldn't have to worry about me." She said. Ulrich sighed and wiped the tears from Weiss's face.

"Sorry Ice Queen, but that's not an option. I worry because I'm your friend and I was right to worry. We made a promise to you when we were little Weiss, remember?" He asked. Weiss nodded.

"Both of us promised to look out for one another and be there is the other was down." She said.

"That's right and since you're back here that promise is back in effect. I need you to know that you can talk to me about this kind of stuff." Ulrich said ruffling her hair. Weiss smiled.

"I know and the same goes for you, I know you have your own problems and I'm willing to help you with them." She said. Ulrich smiled back at her.

"Aww isn't that sweet." Ulrich and Weiss flinched and turned to see Odd and Yang smiling at them both.

"How much of that did you hear?" Weiss asked in a serious tone. Yang and Odd put their hands up defensively.

"Just the promise you two made, we promise." Yang said. Ulrich and Weiss took a breath of relief.

"Ok, good." Ulrich said. The last thing he and Weiss needed right now is their friends getting into something too personal. Weiss then got up and turned her attention to Odd.

"Alright breaks over, get moving Scrawny!" She ordered.

"I am not-" Less chatty more runny! MOVE! MOVE! MOVE!" Weiss shouted cutting the blonde off. Odd nodded and took off with the white haired girl right behind him. Yang and Ulrich chuckled.

"She keeps this up he'll be bulking up in no time." Ulrich said.

"I know right, he'll thank us later." Yang said with a giggle.

"Shall we follow?"

"We shall!"

* * *

 **A/N: Sorry if the chapter's a bit short, the next one will be longer. We'll be seeing Team RWBY and Team Lyoko bond and grow as friends the next few chapter then we'll have another X.A.N.A attack but no one on Team Rwby will be on Lyoko just yet. See you! all in the next chapter**


End file.
